FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GRUBB & ELLIS CO [ GBE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 | 08/31/2010 | P | 12,100 | A | $1.08 | 4,538,426 | I(1) | By Kojaian Holdings LLC | ||
Common Stock, par value $0.01 | 08/31/2010 | P | 7,900 | A | $1.09 | 4,546,326 | I(1) | By Kojaian Holdings LLC | ||
Common Stock, par value $0.01 | 11,700,000 | I(2) | By Kojaian Ventures, L.L.C. | |||||||
Common Stock, par value $0.01 | 74,109(3)(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Preferred Stock, par value $0.01(5) | (6) | (7) | (7) | Common Stock, par value $0.01 | (6) | 100,000 | I(8) | By Kojaian Management Corporation |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These shares are owned directly by Kojaian Holdings LLC and indirectly by Kojaian Managagement Corporation, the sole member of Kojaian Holdings LLC, C. Michael Kojaian, 50% shareholder of Kojaian Management Corporation, and Mike Kojaian, 50% shareholder of Kojaian Management Corporation. |
2. These shares are owned directly by Kojaian Ventures, L.L.C. and indirectly by Kojaian Ventures-MM, Inc., the managing member of Kojaian Ventures, L.L.C., and C. Michael Kojaian, the sole shareholder of Kojaian Ventures-MM, Inc. and member (along with Kojaian Ventures-MM, Inc.) of Kojaian Ventures, L.L.C. |
3. Beneficially owned shares include 45,113 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were granted to Mr. Kojaian on December 17, 2009 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date. |
4. Beneficially owned shares also include 20,000 restricted shares of the Company's common stock that were granted to Mr. Kojaian on December 10, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date. Beneficially owned shares also include 8,996 restricted shares of the Company's common stock that were granted to Mr. Kojaian on December 10, 2007 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date. |
5. The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"). |
6. Each share of Preferred Stock is convertible into 60.606 shares of the Company's common stock, which represents a conversion price of approximately $1.65 per share. |
7. The Preferred Stock is convertible, in whole or in part, into common stock at any time at Mr. Kojaian's option and has no expiration date. |
8. These shares are owned directly by Kojaian Management Corporation and indirectly by C. Michael Kojaian, 50% shareholder of Kojaian Management Corporation, and Mike Kojaian, 50% shareholder of Kojaian Management Corporation. |
Kojaian Ventures, L.L.C. By: Kojaian Ventures-MM, Inc., a Michigan Corporation, Managing Member /s/ C. Michael Kojaian, President | 09/01/2010 | |
Kojaian Ventures - MM, Inc. /s/ C. Michael Kojaian, President | 09/01/2010 | |
/s/ C. Michael Kojaian | 09/01/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |